Acceptance by the Customer of any estimate or quotation for products, software and/or services issued by G M Computer Systems Ltd shall be deemed to be acceptance of these terms and conditions. All customers agree to be bound by these terms and conditions of service.
In these terms and conditions the following terms are used:-
Business Day any day other than a Saturday, Sunday or a public or bank holiday in England.
Licence Agreement means any licence agreement relating to the software.
Order means any verbal or written order for products, software and/or services.
Services means any configuration or installation services provided G M Computer.
Software means any computer software supplied by G M Computer Systems Ltd.
Products means such products sold by G M Computer Systems Ltd to the buyer.
Specifications means any plans, drawings, data or other information relating to the products.
G M Computer Systems Ltd
Employees of G M Computer Systems Ltd or any such other business G M Computer Systems Ltd may appoint as sub-contractor will provide the services.
All prices for products, software or services stated in any quote or estimate are correct at the time of the Customer’s enquiry. The price payable by the customer will be the price as quoted in the Purchase order and unless otherwise agreed in writing will be exclusive of Value Added Tax and charges for delivery or handling.
G M Computer Systems Ltd will not increase the price, whether on account of increased material, labour or otherwise, without the prior written consent of the Customer.
Invoice and payment
Invoices will be submitted and payment will be required within 14 days. Prompt payment of invoices allows the company to stay in business. In the case of late/non payment, interest may be charged at a rate of 8% over the Bank of England base rate. If the client fails to make any payment by the due date G M Computer Systems Ltd, shall be entitled to suspend the services.
Risk of damage to or loss of the products shall pass to the customer upon delivery to the address specified by the customer. All products, software and services will remain the property of G M Computer Systems Ltd (even though they have been delivered and risk has passed to the Customer) until payment in full has been received by G M Computer Systems Ltd.
G M Computer Systems Ltd shall endeavour to deliver products, software or services by the date stated but failure to do so shall not constitute a breach of this contract. All dates quoted by G M Computer Systems Ltd for delivery whether verbally or otherwise are estimates only.
G M Computer Systems Ltd shall deliver the products, software or services to the address(es) notified by the customer.
G M Computer Systems Ltd shall be entitled to make partial deliveries. A signed delivery note shall be satisfactory proof that delivery has taken place.
All illustrations or specifications contained in any catalogues or publicity material produced by G M Computer Systems Ltd are approximate only and are only intended to convey a general idea of the product, software or Services.
G M Computer Systems Ltd will accept no liability for non-delivery or non-collection of, loss of or damage to any product, software or services occurring prior to the collection or delivery of the same to the Customer.
No claim that the product, software or services are not in accordance with the Contract will be accepted by G M Computer Systems Ltd unless claims to that effect are notified in writing to G M Computer Systems Ltd:-
(a) within two days of delivery or collection in the case of loss, damage, or non-compliance with the Contract; or
(b) within two days of receipt of G M Computer Systems Ltd invoice in the case of non-delivery.
If the Customer fails to give notice of a claim, it will be deemed to have accepted the products, software or service and the customer will be bound to pay for the same.
In the event of a valid claim by the customer, G M Computer Systems Ltd will at its discretion replace or repair the product, software or service at its own expense but will be under no other liability to the customer.
Where the customer requires G M Computer Systems Ltd to carry out any configuration or installation of services, G M Computer Systems Ltd will ensure that the services will be provided with reasonable care, skill and by suitably trained and qualified persons.
If the Services are to be provided according to a timescale G M Computer Systems Ltd will endeavour to adhere to the timetable.
The following terms and conditions apply to the retainer scheme, irrespective of level of service supplied:-
- Work will normally be completed within 1 week of full instructions being received by G M Computer Systems Ltd. Where G M Computer Systems is not available for 1 week or more, G M Computer Systems Ltd will provide you with at least 4 weeks notice of absence and arrangements will be made to give you telephone and e-mail support covering all modules the client has signed up to. This support will provide guidance and coaching in order the company can deal with urgent situations.
- Your contract with us will be for a minimum period of 12 calendar months from the agreed start date. After this minimum period you will continue to receive the service until either you or we end this contract.
- You may give us notice by telephone to cancel within first 14 days of the date of your registration with us. If you cancel in this way, this contract shall be treated as null and void and you will be refunded premiums, minus any expenses or charges for work already completed, within 30 days.
- You may end your contract with us:-
- by giving us at least 1 month’s notice to us by letter, e-mail or telephone, using the contact details. You may not end this contract during the initial 12 months of your contract with us although you may provide us with notice by telephone of your intent to do so. You must pay all charges for the service until the date on which your contract actually ends
- at anytime, if we break a material term of this contract and we fail to remedy it within 28 days of a written notice from you.
- If payment is made by monthly direct debit, payment must be made by the 10th day of each month. Payment on the 10th of the month will be for membership for that calendar month. If monthly payments are not received by the 10th of the month, it will be assumed that membership has ceased and no further work will be done.
- If a client pays their premiums on an annual basis and does not pay their renewal premium by the renewal date, membership will be deemed to have ceased from the renewal date and no further work will be done.
- If membership has ceased and a client wishes to rejoin the retainer service, they are welcome to do so at any time. However to prevent clients from entering the scheme only when they require advice, all advice will be charged at £40 per hour (minimum charge of 15 minutes) whilst a client is not an active member of the retainer service.
Cancellation and return
The Customer shall not be entitled to return any product or software, or cancel any orders which G M Computer Systems Ltd has accepted without G M Computer Systems Ltd prior written agreement. Any such cancellation or return shall be subject to the product or software returned being:-
- accompanied by a reference to a returns note number issued by G M Computer Systems Ltd
- in the condition that they were in at the time and point of delivery to the customer
- complete with all original packing
- being a stock item as defined by G M Computer Systems Ltd.
Products or software, which are returned but do not meet these conditions will be refused and will be returned to the customer and the invoice must be paid in full.
Unless otherwise agreed in writing, the customer shall be responsible for the cost of carriage and insurance in respect of all products and software returned to G M Computer Systems Ltd. Products and software shall also be at the customer’s risk until actual receipt by G M Computer Systems Ltd.
Notification of the products and software to be returned must be made within 30 days of the date of original invoice and must be returned within 10 days of acceptance of the return by G M Computer Systems Ltd.
G M Computer Systems Ltd to the extent that it is permitted to do so, hereby assigns the benefit of any guarantee or warranty covering any defects in products or software received by G M Computer Systems Ltd under an agreement with the manufacturer or supplier of the relevant Product. The warranty service (if any) will be that provided by the manufacturer and any validation procedures relating to that warranty service are the responsibility of the customer.
G M Computer Systems Ltd may, at its discretion offer support or maintenance services with respect to products, software and services.
G M Computer Systems Ltd will not accept liability without limitation for death or personal injury caused by the negligence of G M Computer Systems Ltd (and for any fraudulent misrepresentation).
G M Computer Systems Ltd will not accept liability for any or loss of profits, revenue, business or goodwill damage caused by the installation of viruses, bugs, worms, spyware, malware, ransomware, trojan horse, logic bombs or other material on your computer, software, equipment or other property due to your access to the internet or email systems, it is the buyer’s responsibility to ensure that it has the latest and up to date software.
The maximum liability of G M Computer Systems Ltd for any direct physical damage to tangible property of the customer caused by a default, G M Computer Systems Ltd shall be limited to the lesser of £25,000 per incident or series of incidents or an amount equal to the sums paid by the customer under the Contract during the preceding 6 months.
G M Computer Systems Ltd shall not be liable to the Customer for:-
- any loss of profits, business, revenue, goodwill, data or anticipated savings; or
- any special, indirect, or consequential loss.
Any advice or recommendations given to the Customer by G M Computer Systems Ltd or its employees in respect of storage, application, use or preference of the goods which is not confirmed in writing by G M Computer Systems Ltd, is followed or acted upon entirely at the customer’s own risk and accordingly G M Computer Systems Ltd shall not be liable for any such advice or recommendation which is not confirmed.
Force Majeure Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
Intellectual Property Rights
All Intellectual Property Rights in relation to the products (including any manuals and operating documentation) or in any materials (including Software) created by G M Computer Systems Ltd during the course of providing the services shall remain the property of G M Computer Systems Ltd or its suppliers. The Customer will notify G M Computer Systems Ltd immediately if it becomes aware of any illegal or unauthorised use of any of the products, software or services provided by G M Computer Systems Ltd.
The Customer undertakes to ensure that any software which is sold to end-users or any other third party will be accompanied by any Licence Agreement relating to that Software and any other documentation which G M Computer Systems Ltd or its suppliers may require.
Each party shall treat as confidential all information obtained from the other and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the information) without the other party’s prior written consent.
Each party shall ensure that its employees are aware of and comply with the provisions of this clause. This clause shall apply for a period of 2 years following any termination of this contract.
G M Computer Systems Ltd may terminate or suspend this contract by notice in writing to the Customer if:-
- the Customer defaults in making payment for any of the products, software or services supplied by G M Computer Systems Ltd within 30 days of its due date
- the Customer defaults in any of its obligations under these terms and conditions
- the Customer makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Defaulting Party
- the Customer is deemed unable to pay its debts within the meaning of the Insolvency Act 1986.
Upon termination G M Computer Systems Ltd shall have the right, without prejudice to any other right or remedy available, to enter the customer’s premises and dismantle and repossess any product, software or service that has not been paid for in full, including covering the costs and expenses in connection with so doing.
G M Computer Systems Ltd reserves the right to modify these terms and conditions upon notice in writing to the customer. Any modification will apply on the effective date specified. The Customer will have 30 days from the date of notice within which to cancel any order sent to G M Computer Systems Ltd prior to the date of notice.
The Customer shall not assign or otherwise transfer any of its rights or obligations under these terms and conditions without the prior written consent of G M Computer Systems Ltd, which shall not be unreasonably withheld.
The customer acknowledges that G M Computer Systems Ltd has incurred significant costs in the recruitment and training of its employees to enable them to provide the Services. Accordingly the Customer agrees that it will not, and it will ensure that no other company within its Group will not solicit or approach in any way, any of G M Computer Systems Ltd employees who are involved in the provision of the Services with a view to offering them employment or to solicit services from them on their own account (whether for the customer or another party) during the period of the Contract and for a period of 6 months after termination or expiration of the Contract. The customer acknowledges that damages will not be an adequate remedy for G M Computer Systems Ltd if the Customer breaches this clause and that G M Computer Systems Ltd will be entitled to seek injunctive relief and any other equitable remedies with respect to such breach.
If any employee of G M Computer Systems Ltd leaves the employment of G M Computer Systems Ltd as a result of a breach by this clause and commences employment with, or provides services to the Customer or member of the customer’s Group, family or friends, it shall be liable to pay G M Computer Systems Ltd 50% of the annual salary (including any benefits-in-kind, bonus payments, commissions and other emoluments) of the employee at the date that they ceased to be an employee of G M Computer Systems Ltd.
If any part, term or provision of this contract is found to be illegal or unenforceable by the court the validity and/or enforceability of the remainder of this contract will not be affected. The law of England and Wales will govern this contract.
Written notices given under this contract may only be delivered by post or e-mail to the following addresses: G M Computer Systems Ltd, 12 Sharaman Close, St Austell, Cornwall, PL25 3DH or firstname.lastname@example.org. Telephone notices given under this contract must be made to the following number 01726 63942.